White & Case Advises on Largest Transaction in German Retail Food Industry

Frankfurt, November 19, 2007 ... White & Case LLP advised EDEKA, one of Germany's largest food retailers, on its joint venture and purchase cooperation with the Tengelmann Group, combining the two companies' discount supermarket chains Plus and Netto. This transaction, which is the largest transaction in the German food retail business to date, will result in a joint venture with a combined turnover of more than €11 billion and over 50,000 employees. The agreement sets out the key points of a long-term partnership in Germany between Tengelmann discounter Plus and EDEKA subsidiary Netto Marken-Discount. Furthermore, Kaiser's Tengelmann AG and EDEKA AG have also agreed to cooperate in matters of purchasing. The business combination agreement was signed on November 16, 2007. Its implementation is subject to antitrust clearance, with both parties agreeing not to provide any details on the purchase price.

EDEKA will hold a 70 percent stake and Tengelmann 30 percent in the new company. Tengelmann's Plus, the third-largest German discounter, will contribute about 2,900 stores with a turnover of more than €7 billion, while EDEKA's Netto Marken-Discount (currently number five) will contribute around 1,300 stores with a turnover of €4.1 billion. White & Case advised EDEKA in the joint venture negotiations and in the execution of the business combination agreement and will advise EDEKA on the implementation agreements, as well as the antitrust proceedings, over the next months.

The Frankfurt-based White & Case team advising on the deal included partners Markus Hauptmann (lead/M&A), Christoph Schröder (M&A/Tax), Dr. Axel Pajunk (M&A) and Dr. Michael Müller (Corporate). Hamburg-based partner Dr. Börries Ahrens and associate Dr. Justus Herrlinger are advising on the antitrust proceedings.

"The successful negotiation of this transaction means a major step on the German discounter market for our long-term client. The joint venture with the Tengelmann group strengthens our client's position as the number one in Germany," commented Markus Hauptmann. "A decisive factor for the successful outcome of the negotiations was EDEKA's confidence in our work, enabling the timely desired result with our small and highly flexible team." White & Case LLP already prominently advised EDEKA in 2005 on its takeover of Spar and Netto Marken-Discount and the international joint venture with Intermarché.

With a turnover of more than €37.5 billion and currently over 254,000 employees, the EDEKA group is the market leader in German food retail industry with business segments in supermarkets, DIY stores and discounters. The Tengelmann Group is an international retail group owning the subsidiaries Plus, OBI, KiK, Kaiser's Tengelmann and A&P. With 8,056 stores and 151,753 employees in 15 countries, the group realized a total turnover of €24.52 billion in 2006/2007.

About White & Case
White & Case LLP is a leading global law firm with more than 2,100 lawyers in 35 offices in 23 countries. Our clients value the breadth and depth of our US, English and local law capabilities and rely on us for their complex cross-border commercial and financial transactions and for international arbitration and litigation. Whether in established or emerging markets, the hallmark of White & Case is our complete dedication to the business priorities and legal needs of our clients.

Contact:
Barbara Gruber
Media Relations Manager Germany
White & Case LLP
49 69 29994 1122